PART
VI
ACCOUNTS AND AUDIT
Division
1 — Accounts
Accounting records and systems of control.
199.
—(1)
Every
company and the directors and managers thereof shall cause to be
kept such accounting and other records as will sufficiently explain
the transactions and financial position of the company and enable
true and fair profit and loss accounts and balance-sheets and any
documents required to be attached thereto to be prepared from time
to time, and shall cause those records to be kept in such manner
as to enable them to be conveniently and properly audited.
(2)
The company shall retain the records
referred to in subsection (1) for 7 years after the completion of
the transactions or operations to which they respectively relate.
(2A)
Every public company and every subsidiary
of a public company shall devise and maintain a system of internal
accounting controls sufficient to provide a reasonable assurance
that —
40/89.
(a)
assets are safeguarded against loss
from unauthorised use or disposition; and
(b)
transactions are properly authorised
and that they are recorded as necessary to permit the preparation
of true and fair profit and loss accounts and balance-sheets and
to maintain accountability of assets.
(3)
The records referred to in subsection
(1) shall be kept at the registered office of the company or at
such other place as the directors think fit and shall at all times
be open to inspection by the directors.
(4)
If accounting and other records are
kept by the company at a place outside Singapore there shall be
sent to and kept at a place in Singapore and be at all times open to
inspection by the directors such statements and returns with respect
to the business dealt with in the records so kept as will enable
to be prepared true and fair profit and loss accounts and balance-sheets
and any documents required to be attached thereto.
(5)
The
Court may in any particular case order that the accounting and other records
of a company be open to inspection by a public accountant acting
for a director, but only upon an undertaking in writing given to
the Court that information acquired by the public accountant during his inspection
shall not be disclosed by him except to that director.
(6)
If default is made in complying with
this section, the company and every officer of the company who is
in default shall be guilty of an offence and shall be liable on conviction
to a fine not exceeding $2,000 or to imprisonment for a
term not exceeding 3 months and also to a default penalty.
15/84.
U.K.s.147.
Aust. s. 161a.
40/89.
As to accounting periods of companies
within the same group.
200.
—(1)
Subject
to subsections (11) and (12), the directors of every holding company
that is not a foreign company shall take such steps as are necessary
to ensure that —(a)
within two years after 29th December
1967, the financial years of each of its subsidiaries coincide with
the financial year of the holding company; and
(b)
within two years after any corporation
becomes a subsidiary of the holding company, the financial year
of that corporation coincides with the financial year of the holding
company.
(2)
Where the financial year of a holding
company that is not a foreign company and that of each of its subsidiaries
coincide the directors of the holding company shall at all times
take such steps as are necessary to ensure that, without the consent of
the Registrar, the financial year of the holding company or any
of its subsidiaries is not altered so that all such financial years
do not coincide.
(2A)
Notwithstanding
subsection (1) or (2), the financial year of a subsidiary which
is a foreign company shall end on a date which is —(a)
not later than the financial year
of its holding company; and
(b)
not earlier than 2 months before the
end of the financial year of its holding company, or such other
earlier date as the Registrar may, on an application in writing
by the directors of the holding company, approve.
(3)
Where the directors of the holding
company are of the opinion that there is good reason why the financial
year of any of its subsidiaries should not coincide with the financial
year of the holding company the directors may apply in writing to
the Registrar for an order authorising any subsidiary to continue
to have or to adopt (as the case requires) a financial year which
does not coincide with that of the holding company.
(4)
The application shall be supported
by a statement by the directors of the holding company of their
reasons for seeking the order.
(5)
The Registrar may require the directors
who make an application under this section to supply such information
relating to the operation of the holding company and of any corporation
that is deemed by virtue of section 6 to be related to the holding company
as he thinks necessary for the purpose of determining the application.
(6)
The
Registrar may at the expense of the holding company of which the
applicants are directors request any public accountant to
investigate and report on the application.
(7)
The
Registrar may rely upon any report obtained pursuant to subsection
(6) from the public accountant.
(8)
The Registrar may make an order granting
or refusing the application or granting the application subject
to such limitations, terms or conditions as he thinks fit and shall
serve the order on the holding company.
(9)
Where the applicants are aggrieved
by any order made by the Registrar, the applicants may within two
months after the service of the order upon the holding company appeal
against the order to the Minister.
(10)
The Minister shall determine the appeal
and in determining the appeal may make any order that the Registrar
had power to make on the original application and may exercise any
of the powers that the Registrar might have exercised in relation to
the original application.
(11)
Where the directors of a holding company
have applied to the Registrar for an order authorising any subsidiary
to continue to have a financial year which does not coincide with
that of the holding company, the operation of subsection (1) shall
be suspended in relation to that subsidiary until the determination
of the application and of any appeal arising out of the application.
(12)
Where an order is made authorising
any subsidiary to have a financial year which does not coincide
with that of the holding company, compliance with the terms of the
order of the Registrar, or where there has been an appeal, compliance with
the terms of any order made on the determination of the appeal shall
be deemed to be a compliance with subsection (1) in relation to
that subsidiary but where an application for such an order and the
appeal, if any, arising out of that application are refused, the
time within which the directors of the holding company are required
to comply with subsection (1) in relation to that subsidiary shall
be deemed to be the period of 12 months after the date upon which
the order of the Registrar is served on the holding company or the
period of 12 months after the determination of the appeal, as the
case may be.
(13)
Where the directors of a holding company
have applied to the Registrar for an order authorising any of its
subsidiaries to continue to have or to adopt a financial year which
does not coincide with that of the holding company and the application and
the appeal, if any, arising out of that application, have been refused,
the directors of the holding company shall not make a similar application
with respect to that subsidiary within 3 years after the refusal
of the application or where there is an appeal after the determination
of that appeal unless the Registrar is satisfied that there has been
a substantial change in the relevant facts or circumstances since
the refusal of the former application or the determination of the
appeal, as the case may be.
Aust.s.161A.
S 258/67.
Accounting Standards
200A.
—(1)
There
shall be established a body (referred to in this section as the Accounting
Standards Committee) which shall be responsible for —(a)
prescribing by way of regulations
and with the Minister’s approval, statements of standard
accounting practice applicable to companies to be referred to as
the Accounting Standards; and
(b)
carrying out such duties as the Minister
may prescribe from time to time.
(2)
The Accounting
Standards Committee shall consist of such persons as the Minister
may appoint and may be known by such other name as the Minister
may determine.
(3)
The Accounting
Standards Committee may from time to time issue practice directions
on the interpretation of the Accounting Standards and on matters
relating to them and their use in Singapore.
(4)
Regulations made
under this section may contain such transitional and other supplementary
and incidental provisions as appear to the Accounting Standards Committee
to be appropriate.
(5)
The Minister may,
from time to time, give such directions to the Accounting Standards
Committee as he considers fit on any matter within the purview of
the Committee, and the Committee shall comply with such direction.
Accounts, consolidated accounts and
directors’ report.
201.
—(1)
The
directors of every company shall, at a date not later than 18 months
after the incorporation of the company and subsequently at least
once in every calendar year at intervals of not more than 15 months,
lay before the company at its annual general meeting a profit and
loss account for the period since the preceding account (or in the
case of the first account, since the incorporation of the company)
made up to a date —(a)
in
the case of a public company listed or quoted on a securities exchange in Singapore,
not more than 4
months before the date of the meeting;
(b)
in the case of any other company,
not more than 6 months before the date of the meeting.
(1A)
Subject to subsections
(14) to (14C), the profit and loss account referred to in subsection
(1) shall comply with the requirements of the
Accounting Standards, and give a true and fair view of the profit
and loss of the company for the period of accounting as shown in
the accounting and other records of the company.
(1B)
The
Minister may, by order published in the Gazette,
specify such other period in substitution of the period referred
to in subsection (1) (a) or (b).
(2)
Notwithstanding
subsection (1), the Registrar on application by the company, if
for any special reason he thinks fit to do so, may extend the periods
of 18 months and 15 months referred to in that subsection and with
respect to any year extend the period referred
to in subsection (1) (a) or (b),
notwithstanding that that period is so extended beyond the calendar
year.
(3)
Subject to subsections
(14) to (14C), the directors of every company shall cause to
be made out, and to be laid before the company at its annual general
meeting with the profit and loss account required by subsection
(1) a balance-sheet as at the date to which the profit and loss
account is made up being a balance-sheet that complies
with the requirements of the Accounting Standards, and gives
a true and fair view of the state of affairs of the company as at
the end of the period to which it relates.
13/87.
(3A)
Subject
to subsections (14) to (14C), the directors of a company that is
a holding company at the end of its financial year need not comply
with subsections (1) and (3) but must cause to be made out and laid
before the company at its annual general meeting —(a)
consolidated accounts dealing with
the profit or loss and the state of affairs of the company and its
subsidiaries for the period beginning from the date the preceding
accounts were made up to (or, in the case of first accounts, since
the incorporation of the company) and ending on a date —(i)
in
a case where the holding company is a public company listed or quoted
on a stock exchange in Singapore, not more than 4 months before the date of the
meeting; or
(ii)
in any other case, not more than
6 months before the date of the meeting; and
(b)
a balance-sheet dealing with the
state of affairs of the holding company at the end of its financial
year,
each of which complies with the requirements
of the Accounting Standards and gives a true and fair view of the
matters referred to in paragraph (a) or (b), as the case may be, so far as it concerns
members of the holding company.
(3B)
Subsections
(1B) and (2) shall, with the necessary modifications, apply to the
periods referred to in subsection (3A) (a) (i)
and (ii) as they apply to the periods referred to in subsection
(1) (a) and (b).
(3BA)
Subsection
(3A) does not apply to any company in relation to which consolidated
accounts are not required under the Accounting Standards, and, for
the avoidance of doubt, subsections (1) and (3) shall apply to that
company.
(3C)
The
directors shall (before the profit and loss account and balance-sheet
referred to in subsections (1), (3) and (3A) (b) are
made out) take reasonable steps — (a)
to ascertain what action has been taken
in relation to the writing off of bad debts and the making of provisions
for doubtful debts and to cause all known bad debts to be written
off and adequate provision to be made for doubtful debts;
(b)
to ascertain whether any current assets
(other than current assets to which paragraph (a)
applies) are unlikely to realise in the ordinary course of business
their value as shown in the accounting records of the company and,
if so, to cause —(i)
those assets to be written down to
an amount which they might be expected so to realise; or
(ii)
adequate provision to be made for the
difference between the amount of the value as so shown and the amount
that they might be expected so to realise; and
(c)
to ascertain whether any non-current
asset is shown in the books of the company at an amount which, having
regard to its value to the company as a going concern, exceeds the
amount which would be recoverable over its useful life or on its
disposal and (unless adequate provision for writing down that asset
is made) to cause to be included in the accounts such information
and explanations as will prevent the accounts from being misleading
by reason of the overstatement of the amount of that asset.
13/87.
(4)
The
accounts referred to in subsection (4B) shall be duly audited before
they are laid before the company at its annual general meeting as
required by this section, and the auditor’s report required
by section 207 shall be attached to or endorsed upon those accounts.
(4A)
The
directors of the company shall take reasonable steps to ensure that
the accounts referred to in subsection (4B) are audited as required
by this Part not less than 14 days before the annual general meeting
of the company and shall cause to be attached to those accounts
the auditor’s report that is furnished to the directors under
section 207(1A).
(4B)
In
subsections (4) and (4A), “accounts”, in relation
to a company, means —(a)
if the company is not one to which
subsection (3A) applies, the profit and loss account and balance-sheet
of the company required to be laid before the company at its annual
general meeting under subsections (1) and (3); or
(b)
if the company is one to which subsection
(3A) applies, the consolidated accounts of the company and its subsidiaries,
and the balance-sheet of the company required to be laid before
the company at its annual general meeting under subsection (3A).
(5)
The
directors of a company shall cause
to be attached to every balance-sheet made out under subsection
(3) or (3A) (b) a report
made in accordance with a resolution of the directors and signed
by not less than two of the directors with respect to the profit
or loss of the company for the financial year and the state of the
company’s affairs as at the end of the financial year.
62/70
49/73
13/87.
(6)
The report to which subsection (5)
relates shall state with appropriate details —(a)
the names of the directors in office
at the date of the report;
(b)
Deleted by Act 12/2002, wef 01/01/2003.
(c)
Deleted by Act 12/2002, wef 01/01/2003.
(d)
Deleted by Act 12/2002, wef 01/01/2003.
(e)
Deleted by Act 12/2002, wef 01/01/2003.
(f)
whether
at the end of that financial year, there subsist arrangements to
which the company is a party, being arrangements whose objects are,
or one of whose objects is, to enable directors of the company to
acquire benefits by means of the acquisition of shares in, or debentures
of, the company or any other body corporate, or there have, at any
time in that year, subsisted such arrangements as aforesaid to which
the company was a party, and if so the report shall contain a statement
explaining the effect of the arrangements and giving the names of
the persons who at any time in that year were directors of the company
and held, or whose nominees held, shares or debentures acquired
in pursuance of the arrangements; and
(g)
as
respects each person who, at the end of the financial year, was
a director of the company, whether or not (according to the register
kept by the company for the purposes of section 164 relating to
the obligation of a director of a company to notify it of his interests
in shares in, or debentures of, the company and of every other body
corporate, being the company’s subsidiary or holding company
or a subsidiary of the company’s holding company) he was,
at the end of that year, interested in shares in, or debentures
of, the company or any other such body corporate and, if he was,
the number and amount of shares in, and debentures of, each body
(specifying it) in which, according to that register, he was then
interested and whether or not, according to that register, he was,
at the beginning of that year (or, if he was not then a director,
when he became a director), interested in shares in, or debentures
of, the company or any other such body corporate and, if he was,
the number and amount of shares in, and debentures of, each body (specifying
it) in which, according to that register, he was interested at the beginning
of that year or, as the case may be, when he became a director.
(h)
Deleted by Act 12/2002, wef 01/01/2003.
(i)
Deleted by Act 12/2002, wef 01/01/2003.
(j)
Deleted by Act 12/2002, wef 01/01/2003.
(k)
Deleted by Act 12/2002, wef 01/01/2003.
(l)
Deleted by Act 12/2002, wef 01/01/2003.
(m)
Deleted by Act 12/2002, wef 01/01/2003.
(n)
Deleted by Act 12/2002, wef 01/01/2003.
(o)
Deleted by Act 12/2002, wef 01/01/2003.
(p)
Deleted by Act 12/2002, wef 01/01/2003.
(q)
Deleted by Act 12/2002, wef 01/01/2003.
62/70
(6A)
The directors of a holding company
shall cause to be attached to all consolidated accounts made out
under subsection (3A), a report made, in accordance with a resolution
of the directors, and signed by not less than two of them with respect
to the profit or loss, and the state of affairs, of the group of
companies of the holding company as at the end of the financial
year of the holding company, stating — (a)
the names of the directors of the holding
company in office at the date of the report;
(b)
Deleted by Act 12/2002, wef 01/01/2003.
(c)
Deleted by Act 12/2002, wef 01/01/2003.
(d)
Deleted by Act 12/2002, wef 01/01/2003.
(e)
Deleted by Act 12/2002, wef 01/01/2003.
(f)
Deleted by Act 12/2002, wef 01/01/2003.
(g)
whether
at the end of that financial year, there subsist arrangements to
which the holding company is a party, being arrangements whose objects
are, or one of whose objects is, to enable directors of the holding
company to acquire benefits by means of the acquisition of shares
in, or debentures of, the company or any other body corporate, or
there have, at any time in that year, subsisted such arrangements
as aforesaid to which the holding company was a party, and if so
the report shall contain a statement explaining the effect of the
arrangements and giving the names of the persons who at any time
in that year were directors of the holding company and held, or whose
nominees held, shares or debentures acquired in pursuance of the
arrangements; and
(h)
as
respects each person who, at the end of the financial year, was
a director of the holding company, whether or not (according to
the register kept by the company for the purposes of section 164
relating to the obligation of a director of a company to notify
it of his interests in shares in, or debentures of, the company
and of every other body corporate, being the company’s subsidiary
or holding company or a subsidiary of the company’s holding company)
he was, at the end of that year, interested in shares in, or debentures
of, the holding company or any other such body corporate and, if
he was, the number and amount of shares in, and debentures of, each
body (specifying it) in which, according to that register, he was
then interested and whether or not, according to that register,
he was, at the beginning of that year (or, if he was not then a
director, when he became a director), interested in shares in, or
debentures of, the holding company or any other such body corporate
and, if he was, the number and amount of shares in, and debentures
of, each body (specifying it) in which, according to that register,
he was interested at the beginning of that year or, as the case
may be, when he became a director.
(i)
Deleted by Act 12/2002, wef 01/01/2003.
(j)
Deleted by Act 12/2002, wef 01/01/2003.
(k)
Deleted by Act 12/2002, wef 01/01/2003.
(l)
Deleted by Act 12/2002, wef 01/01/2003.
(m)
Deleted by Act 12/2002, wef 01/01/2003.
(n)
Deleted by Act 12/2002, wef 01/01/2003.
(o)
Deleted by Act 12/2002, wef 01/01/2003.
(p)
Deleted by Act 12/2002, wef 01/01/2003.
(q)
Deleted by Act 12/2002, wef 01/01/2003.
(r)
Deleted by Act 12/2002, wef 01/01/2003.
13/87.
(7)
Deleted by Act 12/2002, wef 01/01/2003.
(7)
The
reports referred to in subsections (5) and (6A) shall also contain
such additional information as the Minister may prescribe, being
information which the Minister considers necessary to facilitate
an understanding by members of the company or holding company, as
the case may be, of the business of the company or group of companies
of the holding company, as the case may be.
(7A)
For
the avoidance of doubt, the additional information referred to in
subsection (7) need not relate to the profit or loss or the state
of affairs of the company or group of companies of the holding company
referred to in subsection (5) or (6A).
(8)
The
directors of a company shall state in the report whether since the
end of the previous financial year a director of the company has
received or become entitled to receive a benefit (other than a benefit
included in the aggregate amount of emoluments received or due and
receivable by the directors shown in the accounts or, if the company
is a holding company, the consolidated accounts in accordance with the
Accounting
Standards or the fixed salary of a full-time employee of the
company) by reason of a contract made by the company or a related
corporation with the director or with a firm of which he is a member,
or with a company in which he has a substantial financial interest
and, if so, the general nature of the benefit.
62/70
13/87.
(9)
Every statement, report or other document
relating to the affairs of a company or any of its subsidiaries
attached to, or included with, a report of the directors laid before
the company at its general meeting or sent to the members under
section 203 (not being a statement, report or document required
by this Act to be laid before the company in general meeting) shall,
for the purposes of section 401 be deemed to be part of that last-mentioned
report.
62/70.
(10)
Where at the end of a financial year
a company is the subsidiary of another corporation, the directors
of the company shall state in, or in a note as a statement annexed
to, the company accounts laid before the company at its annual general meeting
the name of the corporation which is its ultimate holding company.
62/70
15/84
13/87.
(11)
Where any option has been granted by
a company, other than a holding company for which consolidated accounts
are required during the period covered by the profit and loss account
to take up unissued shares of a company the report required by subsection
(5) shall state — (a)
(Deleted by Act 22/93).
(b)
the number and class of shares in respect
of which the option has been granted;
(c)
the date of expiration of the option;
(d)
the basis upon which the option may
be exercised; and
(e)
whether the person to whom the option
has been granted has any right to participate by virtue of the option
in any share issue of any other company.
13/87
22/93.
(11A)
Where any of the particulars required
by subsection (11) have been stated in a previous report they may
be stated by reference to that report.
13/87.
(11B)
Where a holding company or any of its
subsidiaries has at any time granted to a person an option to have
shares issued to him in the company or subsidiary the directors
of the holding company shall state in the report made under subsection (6A)
the name of the corporation in respect of the shares in which the
option was granted and the other particulars required under subsections
(11) and (12).
13/87.
(12)
Each report required by subsections
(5) and (6A) shall specify — (a)
particulars of shares issued during
the period to which the report relates by virtue of the exercise
of options to take up unissued shares of the company, whether granted
before or during that period;
(b)
the number and class of unissued shares
of the company under option as at the end of that period, the price,
or method of fixing the price, of issue of those shares, the date
of expiration of the option and the rights, if any, of the persons
to whom the options have been granted to participate by virtue of
the options in any share issue of any other company.
49/73.
(13)
(Deleted by Act 22/93).
(14)
The
accounts or consolidated accounts of a company need not comply with any
requirement of the Accounting Standards for the purposes of subsection
(1), (3) or (3A), if the company has obtained the approval of the
Registrar to such non-compliance.
(14A)
Where
accounts or consolidated accounts prepared in accordance with any requirement
of the Accounting Standards for the purposes of subsection (1),
(3) or (3A) would not give a true and fair view of any matter required
by this section to be dealt with in the accounts or consolidated
accounts, the accounts or consolidated accounts need not comply
with that requirement to the extent that this is necessary for them
to give a true and fair view of the matter.
(14B)
In
the event of any non-compliance with a requirement of the Accounting Standards
referred to in subsection (14A), there shall be included in the
accounts or consolidated accounts, as the case may be —(a)
a statement by the auditor of the
company that he agrees that such non-compliance is necessary for
the accounts or consolidated accounts, as the case may be, to give
a true and fair view of the matter concerned;
(b)
particulars of the departure, the
reason therefor and its effect, if any; and
(c)
such further information and explanations
as will give a true and fair view of that matter.
(14C)
The
Minister may, by order published in the Gazette,
in respect of companies of a specified class or description, substitute
other accounting standards for the Accounting Standards, and the
provisions of this section and sections 207 and 209A shall apply
accordingly in respect of such companies.
(15)
Every
balance-sheet and profit and loss account laid before a company
in general meeting (including any consolidated balance-sheet and
consolidated profit and loss account annexed to the balance-sheet of a holding company)
shall be accompanied, before the auditor reports on the accounts
under this Part, by a statement signed on behalf of the directors
by two directors of the company, stating whether in their opinion —(a)
the profit and loss account and, where
applicable, the consolidated profit and loss account, is or are
drawn up so as to give a true and fair view of the results of the
business of the company and, if applicable, of all the companies the
accounts of which are dealt with in the consolidated profit and
loss account for the period covered by the account or accounts;
(b)
the balance-sheet and, where applicable,
the consolidated balance-sheet, is or are drawn up so as to exhibit
a true and fair view of the state of affairs of the company and,
if applicable, of all the companies the affairs of which are dealt
with in the consolidated balance-sheet as at the end of that period; and
(c)
at the date of the statement there
are reasonable grounds to believe that the company will be able
to pay its debts as and when they fall due.
(16)
(Deleted by Act 13/87).
(17)
Any document (other than a balance-sheet
prepared in accordance with this Act) or advertisement published,
issued or circulated by or on behalf of a company (other than a
banking corporation) shall not contain any direct or indirect representation
that the company has any reserve unless the representation is accompanied —(a)
if the reserve is invested outside
the business of the company — by a statement showing the
manner in which and the security upon which it is invested; or
(b)
if the reserve is being used in the
business of the company — by a statement to the effect
that the reserve is being so used.
(18)
To
the extent that any company registered under the Insurance Act (Cap. 142)
is required to prepare balance-sheets, revenue accounts and profit
and loss accounts in the form prescribed by that Act, the company
shall be deemed to have complied with the requirements of this section
(other than subsections (1) to (3C)) if its —(a)
balance-sheet; and
(b)
profit and loss account or (if it
is a holding company) consolidated accounts,
are prepared in accordance with that
Act.
(19)
The provisions of this Act relating
to the form and content of the report of the directors and the annual
balance-sheet and profit and loss account shall apply to a banking
corporation with such modifications and exceptions as are determined
either generally or in any particular case by the Monetary Authority
of Singapore established under section 3 of the Monetary Authority
of Singapore Act.
Cap. 195.
U.K.ss.148,149,156,157.
Aust. s. 162.
13/87.
201A.
Deleted by Act 5/2004, wef 01/04/2004.
Audit committees.
201B.
—(1)
Every
listed company shall have an audit committee.
(2)
An
audit committee shall be appointed by the directors from among their
number (pursuant to a resolution of the board of directors) and
shall be composed of 3 or more members of whom a majority shall
not be —(a)
executive directors of the company
or any related corporation;
(b)
a spouse, parent, brother, sister,
son or adopted son or daughter or adopted daughter of an executive
director of the company or of any related corporation; or
(c)
any person having a relationship which,
in the opinion of the board of directors, would interfere with the
exercise of independent judgment in carrying out the functions of
an audit committee.
(3)
The members of an audit committee shall
elect a chairman from among their number who is not an executive
director or employee of the company or any related corporation.
(4)
If a member of an audit committee resigns,
dies or for any other reason ceases to be a member with the result
that the number of members is reduced below 3, the board of directors
shall, within 3 months of that event, appoint such number of new members
as may be required to make up the minimum number of 3 members.
(5)
The functions of an audit committee
shall be —(a)
to review —(i)
with the auditor, the audit plan;
(ii)
with the auditor, his evaluation of
the system of internal accounting controls;
(iii)
with the auditor, his audit report;
(iv)
the assistance given by the company’s
officers to the auditor;
(v)
the scope and results of the internal
audit procedures; and
(vi)
the balance-sheet and profit and loss
account of the company and, if it is a holding company, the consolidated
balance-sheet and profit and loss account, submitted to it by the
company or the holding company, and thereafter to submit them to
the directors of the company or the holding company; and
(b)
to nominate a person or persons as
auditor, notwithstanding anything contained in the articles or under
section 205,
together with such other functions as
may be agreed to by the audit committee and the board of directors.
(6)
The auditor has the right to appear
and be heard at any meeting of the audit committee and shall appear
before the committee when required to do so by the committee.
(7)
Upon the request of the auditor, the
chairman of the audit committee shall convene a meeting of the committee
to consider any matters the auditor believes should be brought to
the attention of the directors or shareholders.
(8)
Each audit committee may regulate its
own procedure and in particular the calling of meetings, the notice
to be given of such meetings, the voting and proceedings thereat,
the keeping of minutes and the custody, production and inspection
of such minutes.
(9)
Where the directors of a company or
of a holding company are required to make a report under section
201 (5) or section 201 (6A) and the company is a listed company,
the directors shall describe in the report the nature and extent
of the functions performed by the audit committee pursuant to subsection
(5).
(10)
In
this section, “listed company” means a company
that is incorporated in Singapore and has been admitted to the official
list of a securities exchange in Singapore and has not been removed
from the official list.
(11)
Any
reference in this section to a director who is not an executive
director of a company is a reference to a director who is not an
employee of, and does not hold any other office of profit in, the
company or in any related corporation of that company in conjunction
with his office of director and his membership of any audit committee,
and any reference to an executive director shall be read accordingly.
Directors need not
lay accounts before company if resolution under section 175A in
force
201C.
Subject
to section 203 (1), while a resolution by a private company under section
175A is in force —(a)
the directors of the company need
not comply with the requirement in section 201 to lay before the
company at its annual general meeting accounts or consolidated accounts
of the company; and
(b)
the reference in section 207 (1)
to accounts required to be laid before the company in general meeting
shall be read as a reference to the documents required to be sent
to persons entitled to receive notice of general meetings of the
company under section 203 (1).
Relief from requirements as to form
and content of accounts and reports.
202.
—(1)
The
directors of a company may apply to the Registrar in writing for
an order relieving them from any requirement of this Act relating
to the form and content of accounts or consolidated accounts (other than a requirement of the Accounting
Standards) or to the form and content of the report required
by section 201 (6) and (6A) and the Registrar may make such an order
either unconditionally or on condition that the directors comply
with such other requirements relating to the form and content of
the accounts or consolidated accounts or report as the Registrar
thinks fit to impose.
(2)
The
Registrar may, where he considers it appropriate, make an order
in respect of a specified class of companies relieving the directors
of a company in that class from compliance with any specified requirements
of this Act relating to the form and content of accounts or consolidated
accounts (other than a requirement of the Accounting
Standards) or to the form and content of the report required
by section 201 (6) and (6A) and the order may be made either unconditionally
or on condition that the directors of the company comply with such
other requirements relating to the form and content of accounts
or consolidated accounts or report as the Registrar thinks fit to
impose.
(3)
The Registrar shall not make an order
under the sub-section (1) unless he is of the opinion that compliance
with the requirements of this Act would render the accounts or consolidated
accounts or report, as the case may be, misleading or inappropriate
to the circumstances of the company or would impose unreasonable burdens
on the company or any officer of the company.
(4)
The Registrar may make an order under
sub-section (1) which may be limited to a specific period and may
from time to time either on application by the directors or without
any such application (in which case the Registrar shall give to
the directors an opportunity of being heard) revoke or suspend the
operation of any such order.
62/70
13/87.
Members of company entitled to balance-sheet,
etc.
203.
—(1)
A
copy of every profit and loss account and balance-sheet of a company
or, in the case of a holding company, a copy of the consolidated
accounts and balance-sheet (including every document required by
law to be attached thereto), which is duly audited and which (or
which, but for section 201C) is to be laid before the company in
general meeting accompanied by a copy of the auditor’s
report thereon shall —(a)
not less than 14 days before the
date of the meeting; or
(b)
if a resolution under section 175A
is in force, not less than 28 days before the end of the period
allowed for the laying of those documents,
be sent to all persons entitled to
receive notice of general meetings of the company.
(2)
Any
member of a company (whether he is or is not entitled to have sent
to him copies of the profit and loss accounts and balance-sheets, or
consolidated accounts and balance-sheet) to whom copies have
not been sent and any holder of a debenture shall, on a request
being made by him to the company, be furnished by the company without
charge with a copy of the last profit and loss account and balance-sheet
of the company, or a copy of the consolidated accounts
and balance-sheet, as the case may be (including every document
required by this Act to be attached thereto) together with a copy
of the auditor’s report thereon.
(3)
If default is made in complying with
subsection (1) or (2), the company and every officer of the company
who is in default shall, unless it is proved that the member or
holder of a debenture in question has already made a request for
and been furnished with a copy of the accounts or consolidated accounts
and all documents referred to in subsection (1) or (2), be guilty
of an offence and shall be liable on conviction to a fine not exceeding $5,000
and also to a default penalty.
15/84.
(4)
In
a case referred to in subsection (1) (b), any
member or auditor of the company may, by notice to the company not
later than 28 days from the day on which the documents referred
to in subsection (1) were sent out, require that a general meeting
be held for the purpose of laying those documents before the company.
(5)
Section
175A (5) shall apply, with the necessary modifications, to the giving of
a notice under subsection (4).
(6)
The
directors of the company shall, within 21 days from the date of
giving of the notice referred to in subsection (4), convene a meeting
for the purpose referred to in that subsection.
(7)
If
default is made in convening the meeting under subsection (6) —(a)
each director in default shall be
guilty of an offence and shall be liable on conviction to a fine
not exceeding $5,000; and
(b)
the Court may, on application of
the member or auditor, order a general meeting to be called.
U.K.s.158.
Aust. s. 164.
13/87.
Provision of summary financial statement
to shareholders.
203A.
—(1)
Notwithstanding
section 203 and anything in its memorandum or articles of association,
a listed public company may, in such cases as may be specified by
regulations and provided all the conditions so specified are complied
with, send a summary financial statement instead of copies of the
documents referred to in section 203 (1) to members of the company.
(2)
Where a public company sends to its
members a summary financial statement under subsection (1), any
member of the company and any holder of a debenture entitled to
be furnished by the company with a copy of the documents referred
to in section 203 (2) may instead request for a summary financial
statement.
(3)
A summary financial statement need
not be sent to any member of the company who does not wish to receive
the statement.
(4)
Copies of the documents referred to
in section 203 (1) shall be sent to any member of the company who
wishes to receive them.
(5)
The summary financial statement shall
be derived from the company’s annual accounts and the directors’ report
and shall be in such form and contain such information as may be
specified by regulations.
(6)
Every summary financial statement shall —(a)
state that it is only a summary of
information in the company’s annual accounts and directors’ report;
and
(b)
contain a statement by the company’s
auditors of their opinion as to whether the summary financial statement
is consistent with the accounts and the report and complies with
the requirements of this section and any regulations made under
subsection (9).
(7)
If default is made in complying with
this section or any regulations made under subsection (9), the company
and every officer of the company who is in default shall be guilty
of an offence and shall be liable on conviction to a fine not exceeding $5,000
and also to a default penalty.
(8)
For
the purpose of subsection (1), “listed” means
has been admitted to the official list of a securities exchange in Singapore
and has not been removed from that list.
(9)
The Minister may make regulations to
give effect to this section, including making provision as to the
manner in which it is to be ascertained whether a member of the
company wishes to receive copies of the documents referred to in
section 203 (1) or does not wish to receive the summary financial
statement under this section.
22/95.
Penalty.
204.
—(1)
If
any director of a company fails to comply with section 201 (1A),
(3), (3A) or (15), he shall be guilty of an offence and shall be
liable on conviction to a fine not exceeding $50,000.
(1A)
If
any director of a company —(a)
fails to comply with any provision
of this Division (other than section 201 (1A), (3), (3A) and (15));
(b)
fails to take all reasonable steps
to secure compliance by the company with any such provision; or
(c)
has by his own wilful act been the
cause of any default by the company of any such provision,
he shall be guilty of an offence and
shall be liable on conviction to a fine not exceeding $10,000
or to imprisonment for a term not exceeding 2 years.
(2)
In any proceedings against a person
for failure to take all reasonable steps to comply with, or to secure
compliance with, the preceding provisions of this Division relating
to the form and content to the accounts of a company or consolidated
accounts of a holding company by reason of an omission from the
accounts or consolidated accounts, it is a defence to prove that
the omission was not intentional and that the information omitted
was immaterial and did not affect the giving of a true and fair
view of the matters required by section 201 to be dealt with in
the accounts or consolidated accounts, as the case may be.
(3)
If
an offence under this section is committed with intent to defraud
creditors of the company or creditors of any other person or for
a fraudulent purpose, the offender shall be liable on conviction —(a)
in the case of an offence under subsection
(1), to a fine not exceeding $100,000 or to imprisonment
for a term not exceeding 3 years or to both; or
(b)
in the case of an offence under subsection
(1A), to a fine not exceeding $15,000 or to imprisonment
for a term not exceeding 3 years or to both.
(4)
A person shall not be sentenced to
imprisonment for any offence under this section unless in the opinion
of the Court dealing with the case the offence was committed wilfully.
U.K.s.147(4).
Aust. s. 163.
15/84.
13/87.
Division
2 — Audit
Appointment and remuneration of auditors.
205.
—(1)
The
directors of a company shall, within 3 months after incorporation of
the company, appoint a person or persons to be the auditor or auditors
of the company, and any auditor or auditors so appointed shall,
subject to this section, hold office until the conclusion of the
first annual general meeting.
(2)
A company shall at each annual general
meeting of the company appoint a person or persons to be the auditor
or auditors of the company, and any auditor or auditors so appointed
shall, subject to this section, hold office until the conclusion
of the next annual general meeting of the company.
(3)
Subject
to subsections (7) and (8), the directors of a company may appoint a public accountant to fill any casual
vacancy in the office of auditor of the company, but while such
a vacancy continues the surviving or continuing auditor or auditors,
if any, may act.
(4)
An auditor of a company may be removed
from office by resolution of the company at a general meeting of
which special notice has been given, but not otherwise.
(5)
Where special notice of a resolution
to remove an auditor is received by a company —(a)
it shall forthwith send a copy of the
notice to the auditor concerned and to the Registrar; and
(b)
the auditor may, within 7 days after
the receipt by him of the copy of the notice, make representations
in writing to the company (not exceeding a reasonable length) and
request that, prior to the meeting at which the resolution is to
be considered, a copy of the representations be sent by the company
to every member of the company to whom notice of the meeting is sent.
(6)
Unless the Registrar on the application
of the company otherwise orders, the company shall send a copy of
the representations as so requested and the auditor may, without
prejudice to his right to be heard orally, require that the representations be
read out at the meeting.
(7)
Where an auditor of a company is removed
from office in pursuance of subsection (4) at a general meeting
of the company —(a)
the company may, at the meeting, by
a resolution passed by a majority of not less than three-fourths
of such members of the company as being entitled to do so vote in
person or, where proxies are allowed, by proxy forthwith appoint
another person nominated at the meeting as auditor; or
(b)
the meeting may be adjourned to a date
not earlier than 20 days and not later than 30 days after the meeting
and the company may, by ordinary resolution, appoint another person
as auditor, being a person notice of whose nomination as auditor
has, at least 10 days before the resumption of the adjourned meeting,
been received by the company.
(8)
A company shall, forthwith after the
removal of an auditor from office in pursuance of subsection (4),
give notice in writing of the removal to the Registrar and, if the
company does not appoint another auditor under subsection (7), the
Registrar shall appoint an auditor.
(9)
An auditor appointed in pursuance of
subsection (7) or (8) shall, subject to this section, hold office
until the conclusion of the next annual general meeting of the company.
(10)
If the directors do not appoint an
auditor or auditors as required by this section, the Registrar may
on the application in writing of any member of the company make the
appointment.
15/84.
(11)
Subject to subsection (7), a person
shall not be capable of being appointed auditor of a company at
an annual general meeting unless he held office as auditor of the
company immediately before the meeting or notice of his nomination
as auditor was given to the company by a member of the company not
less than 21 days before the meeting.
(12)
Where notice of nomination of a person
as an auditor of a company is received by the company whether for
appointment at an adjourned meeting under subsection (7) or at an
annual general meeting, the company shall, not less than 7 days
before the adjourned meeting or the annual general meeting, send
a copy of the notice to the person nominated, to each auditor, if
any, of the company and to each person entitled to receive notice
of general meetings of the company.
(12A)
Where
a resolution under section 175A is in force and the auditor or auditors
of the company is or are to be appointed by a resolution by written
means under section 184A by virtue of section 175A (10), references
in subsections (11) and (12) to the date of an annual general meeting
shall be read as references to the time —(a)
agreement to that resolution is sought
in accordance with section 184C; or
(b)
documents referred to in section
183 (3A) in respect of the resolution are served or made accessible
in accordance with section 183 (3A),
as the case may be.
(13)
If, after notice of nomination of a
person as an auditor of a company has been given to the company,
the annual general meeting of the company is called for a date 21
days or less after the notice has been given, subsection (11) shall
not apply in relation to the person and, if the annual general meeting
is called for a date not more than 7 days after the notice has been
given and a copy of the notice is, at the time notice of the meeting
is given, sent to each person to whom, under subsection (12), it
is required to be sent, the company shall be deemed to have complied
with that subsection in relation to the notice.
(14)
An auditor of a company may resign —(a)
if he is not the sole auditor of the
company; or
(b)
at a general meeting of the company,
but not otherwise.
(15)
If an auditor gives notice in writing
to the directors of the company that he desires to resign, the directors
shall call a general meeting of the company as soon as is practicable
for the purpose of appointing an auditor in place of the auditor
who desires to resign and on the appointment of another auditor
the resignation shall take effect.
(16)
The fees and expenses of an auditor
of a company —(a)
in the case of an auditor appointed
by the company at a general meeting — shall be fixed by
the company in general meeting or, if so authorised by the members
at the last preceding annual general meeting, by the directors;
and
(b)
in the case of an auditor appointed
by the directors or by the Registrar — may be fixed by
the directors or by the Registrar, as the case may be, and, if not
so fixed, shall be fixed as provided in paragraph (a)
as if the auditor had been appointed by the company.
(17)
If default is made in complying with
this section, the company and every director of the company who
is in default shall be guilty of an offence and shall be liable
on conviction to a fine not exceeding $5,000.
15/84.
U.K.ss.159-161.
Aust. s. 165.
15/84.
Certain companies exempt
from obligation to appoint auditors
205A.
—(1)
Notwithstanding
section 205, a company which is exempt from audit requirements under
section 205B or 205C, and its directors shall be exempt from section
205 (1) or (2), as the case may be.
(2)
Where a company
ceases to be so exempt, the company shall appoint a person or persons
to be auditor or auditors of the company at any time before the
next annual general meeting; and the auditors so appointed shall
hold office until the conclusion of that meeting.
(3)
If default is
made in complying with subsection (2), the company and every director
of the company who is in default shall be guilty of an offence and
shall be liable on conviction to a fine not exceeding $5,000.
Dormant company exempt
from audit requirements
205B.
—(1)
A
company shall be exempt from audit requirements if —(a)
it has been dormant from the time
of its formation; or
(b)
it has been dormant since the end
of the previous financial year.
(2)
A company is dormant
during a period in which no accounting transaction occurs; and the
company ceases to be dormant on the occurrence of such a transaction.
(3)
For the purpose
of subsection (2), there shall be disregarded transactions of a company
arising from any of the following:(a)
the taking of shares in the company
by a subscriber to the memorandum in pursuance of an undertaking
of his in the memorandum;
(b)
the appointment of a secretary of
the company under section 171;
(c)
the appointment of an auditor under
section 205;
(d)
the maintenance of a registered office
under sections 142, 143 and 144;
(e)
the keeping of registers and books
under sections 88, 131, 173, 189 and 191;
(f)
the payment of any fee specified
in the Second Schedule or an amount of any fine or default penalty
paid to the Registrar under section 409 (4);
(g)
such other matter as may be prescribed.
(4)
Where a company
is, at the end of a financial year, exempt from audit requirements
under subsection (1) —(a)
the copies of the profit and loss
accounts and balance-sheet, or consolidated accounts and balance-sheet
of the company to be sent under section 203 need not be audited;
(b)
section 203 has effect with the omission
of any reference to the auditor"s report or a copy of the
report;
(c)
copies of an auditor’s report
need not be laid before the company in a general meeting; and
(d)
the annual return of the company
to be lodged with the Registrar shall be accompanied by a statement
by the directors —(i)
that the company is a company referred
to in subsection (1) (a) or (b) as
at the end of the financial year;
(ii)
that no notice has been received
under subsection (6) in relation to that financial year; and
(iii)
as to whether the accounting and other
records required by this Act to be kept by the company have been
kept in accordance with section 199.
(5)
Where a company
which is exempt from audit requirements under subsection (1) ceases
to be dormant, it shall thereupon cease to be so exempt; but it
shall remain so exempt in relation to accounts for the financial
year in which it was dormant throughout.
(6)
Any
member or members holding not less than 5% of the total
number of issued shares of the company (excluding treasury shares)
or any class of those shares (excluding treasury shares), or not
less than 5% of the total number of members of the company
(excluding the company itself if it is registered as a member) may,
by notice in writing to the company during a financial year but
not later than one month before the end of that year, require the
company to obtain an audit of its accounts for that year.
(7)
Where a notice
is given under subsection (6), the company is not entitled to the
exemption under subsection (1) in respect of the financial year
to which the notice relates.
(8)
In this section, “accounting
transaction” means a transaction the accounting or other
record of which is required to be kept under section 199 (1).
Exempt private company
exempt from audit requirements
205C.
—(1)
An
exempt private company shall be exempt from audit requirements in
respect of a financial year if its revenue in that year does not
exceed the prescribed amount.
(2)
For a period which
is an exempt private company’s financial year but is less than
12 calendar months, the prescribed amount shall be proportionately
adjusted.
(3)
Section 205B (4),
(6) and (7) shall apply, with the necessary modifications, to an
exempt private company so exempt.
(4)
In this section —"prescribed
amount"
means the amount prescribed
by the Minister for the purposes of this section;
"revenue"
has the meaning given to that word
in the Accounting Standards, subject to such modifications as the
Minister may prescribe.
Registrar may require
company exempt from audit requirements to lodge audited accounts
205D.
Notwithstanding
sections 205B and 205C, the Registrar may, if he is satisfied that
there has been a breach of any provision of section 199 or 201 or
that it is otherwise in the public interest to do so, by notice
in writing to a company exempt under either of those sections, require
that company to lodge with him, within such time as may be specified
in that notice —(a)
its accounts duly audited by the
auditor or auditors of the company or, where none has been appointed,
an auditor or auditors to be appointed by the directors of the company
for this purpose; and
(b)
an auditor’s report referred
to in section 207 in relation to those accounts prepared by the
auditor or auditors of the company.
Auditors’ remuneration.
206.
—(1)
If
a company is served with a notice sent by or on behalf of —(a)
at least 5% of the total number
of members of the company; or
(b)
the
holders in aggregate of not less than 5% of the total number
of issued shares of the company (excluding treasury shares),
requiring particulars of all emoluments
paid to or receivable by the auditor of the company or any person
who is a partner or employer or employee of the auditor, by or from
the company or any subsidiary in respect of services other than
auditing services rendered to the company, the company shall forthwith —(c)
prepare or cause to be prepared a statement
showing particulars of all emoluments paid to the auditor or other
person and of the services in respect of which the payments have
been made for the financial year immediately preceding the service
of such notice;
(d)
forward a copy of the statement to
all persons entitled to receive notice of general meetings of the
company; and
(e)
lay such statement before the company
in general meeting.
(1A)
Without
prejudice to subsection (1), a public company shall, under prescribed
circumstances, undertake a review of the fees, expenses and emoluments
of its auditor to determine whether the independence of the auditor
has been compromised, and the outcome of the review shall be sent
to all persons entitled to receive notice of general meetings of
the company.
(2)
If default is made in complying with
this section, the company and every director of the company who
is in default shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $5,000.
15/84.
Aust.s.166.
Powers and duties of auditors as to
reports on accounts.
207.
—(1)
An
auditor of a company shall report to the members on the accounts required
to be laid before the company in general meeting and on the company’s
accounting and other records relating to those accounts and if it
is a holding company for which consolidated accounts are prepared
shall also report to the members on the consolidated accounts.
(1A)
A report by an auditor of a company
under subsection (1) shall be furnished by the auditor to the directors
of the company in sufficient time to enable the company to comply
with the requirements of section 203 (1) in relation to that report
but no offence shall be committed by an auditor under this subsection
if the directors have not submitted the accounts for audit as required
under this Part in sufficient time, having regard to the complexity
of the accounts, for the auditor to make his report.
13/87.
(2)
An auditor shall, in a report under
this section, state —(a)
whether
the accounts and, if the company is a holding company for which consolidated
accounts are prepared, the consolidated accounts are in his opinion —(i)
in
compliance with the requirements of the Accounting Standards and give
a true and fair view of the matters required by section 201 to be dealt
with in the accounts and, as the case may be, the consolidated accounts;
and
(ii)
in accordance with this Act so as in
the case of a balance-sheet to give a true and fair view of the
company’s affairs and in the case of a profit and loss
account to give a true and fair view of the company’s profit or
loss;
(aa)
if
the accounts or consolidated accounts do not comply with any requirement
of the Accounting Standards and the approval of the Registrar under section
201 (14) to such non-compliance has not been obtained, whether such
non-compliance is, in the opinion of the auditor, necessary for
the accounts or consolidated accounts to give a true and fair view
of any matter required by section 201 to be dealt with in them;
(b)
whether
the accounting and other records required
by this Act to be kept by the company and, if it is a holding company,
by the subsidiaries other than those of which he has not acted as
auditor have been, in his opinion, properly kept in accordance with
this Act;
(c)
Deleted by Act 5/2004, wef 01/04/2004.
(d)
any defect or irregularity in the accounts
or consolidated accounts and any matter not set out in the accounts
or consolidated accounts without regard to which a true and fair
view of the matters dealt with by the accounts or consolidated accounts
would not be obtained; and
(e)
if
he is not satisfied as to any matter referred to in paragraph (a), (aa)
or (b), his reasons for not being so satisfied.
(3)
It is the duty of an auditor of a company
to form an opinion as to each of the following matters:(a)
whether he has obtained all the information
and explanations that he required;
(b)
whether
proper accounting and other records, excluding registers, have been kept by the
company as required by this Act;
(c)
whether the returns received from branch
offices of the company are adequate;
(d)
whether the procedures and methods
used by a holding company or a subsidiary in arriving at the amounts
taken into any consolidated accounts were appropriate to the circumstances
of the consolidation; and
(e)
where consolidated accounts are prepared
otherwise than as one set of consolidated accounts for the group,
whether he agrees with the reasons for preparing them in the form
in which they are prepared, as given by the directors in the accounts,
13/87.
and he shall state in his report particulars
of any deficiency,failure or short-coming in respect of any matter
referred to in this subsection.
(4)
An auditor shall not be required to
form an opinion in his report as to whether the accounting and other
records of subsidiaries (which are not incorporated in Singapore)
of a Singapore holding company have been kept in accordance with
this Act.
15/84.
(5)
An auditor of a company has a right
of access at all times to the accounting and other records, including
registers, of the company, and is entitled to require from any officer
of the company and any auditor of a related company such information
and explanations as he desires for the purposes of audit.
(6)
An auditor of a holding company for
which consolidated accounts are required has a right of access at
all times to the accounting and other records, including registers,
of any subsidiary, and is entitled to require from any officer or
auditor of any subsidiary, at the expense of the holding company,
such information and explanations in relation to the affairs of
the subsidiary as he requires for the purpose of reporting on the
consolidated accounts.
(7)
The auditor’s report shall
be attached to or endorsed on the accounts or consolidated accounts
and shall, if any member so requires, be read before the company
in general meeting and shall be open to inspection by any member
at any reasonable time.
(8)
An auditor of a company or his agent
authorised by him in writing for the purpose is entitled to attend
any general meeting of the company and to receive all notices of,
and other communications relating to, any general meeting which
a member is entitled to receive, and to be heard at any general
meeting which he attends on any part of the business of the meeting
which concerns the auditor in his capacity as auditor.
(9)
If an auditor, in the course of the
performance of his duties as auditor of a company, is satisfied
that —(a)
there has been a breach or non-observance
of any of the provisions of this Act; and
(b)
the circumstances are such that in
his opinion the matter has not been or will not be adequately dealt
with by comment in his report on the accounts or consolidated accounts
or by bringing the matter to the notice of the directors of the
company or, if the company is a subsidiary, of the directors of its
holding company,
he shall forthwith report the matter
in writing to the Registrar.
(9A)
Notwithstanding subsection (9), if
an auditor of a public company or a subsidiary of a public company,
in the course of the performance of his duties as auditor, has reason
to believe that a serious offence involving fraud or other dishonesty
is being or has been committed against the company by officers or
employees of the company, he shall immediately report the matter
to the Minister.
40/89.
(9B)
No duty to which an auditor of a company
may be subject shall be regarded as having been contravened by reason
of his reporting the matter referred to in subsection (9A) in good
faith to the Minister.
40/89.
(9C)
An auditor who is under a legal duty
under any other written law to make a report to the Monetary Authority
of Singapore in relation to an offence involving fraud or dishonesty
that he becomes aware in the course of the performance of his duties
as auditor, shall not be required to make a report to the Minister
under subsection (9A) if he has already made a report in relation
to the same offence under that written law to the Monetary Authority
of Singapore.
40/89.
(9D)
In subsection (9A), “a serious
offence involving fraud or dishonesty” means — (a)
an offence that is punishable by imprisonment
for a term that is not less than 2 years; and
(b)
the value of the property obtained
or likely to be obtained from the commission of such an offence
is not less than $20,000.
40/89.
(10)
An officer of a corporation who refuses
or fails without lawful excuse to allow an auditor of the corporation
or an auditor of a corporation who refuses or fails without lawful
excuse to allow an auditor of its holding company access, in accordance with
this section, to any accounting and other records, including registers,
of the corporation in his custody or control, or to give any information
or explanation as and when required under this section, or otherwise
hinders, obstructs or delays an auditor in the performance of his
duties or the exercise of his powers, shall be guilty of an offence
and shall be liable on conviction to a fine not exceeding $4,000.
15/84.
49/73
13/87.
Auditors and other persons to enjoy
qualified privilege in certain circumstances.
208.
—(1)
An
auditor shall not, in the absence of malice on his part, be liable
to any action for defamation at the suit of any person in respect
of any statement which he makes in the course of his duties as auditor,
whether the statement is made orally or in writing.
(2)
A person shall not, in the absence
of malice on his part, be liable to any action for defamation at
the suit of any person in respect of the publication of any document prepared
by an auditor in the course of his duties and required by this Act
to be lodged with the Registrar.
(3)
This section does not limit or affect
any other right, privilege or immunity that an auditor or other
person has as defendant in an action for defamation.
49/73.
Duties of auditors to trustee for debenture
holders.
209.
—(1)
The
auditor of a borrowing corporation shall within 7 days after furnishing
the corporation with any balance-sheet or profit and loss account
or any report, certificate or other document which he is required
by this Act or by the debentures or trust deed to give to the corporation,
send by post to every trustee for the holders of debentures of the
borrowing corporation a copy thereof.
(2)
Where, in the performance of his duties
as auditor of a borrowing corporation, the auditor becomes aware
of any matter which is in his opinion relevant to the exercise and
performance of the powers and duties imposed by this Act or by any
trust deed upon any trustee for the holders of debentures of the
corporation, he shall, within 7 days after so becoming aware of
the matter, send by post a report in writing on such matter to the
borrowing corporation and a copy thereof to the trustee.
(3)
If any person fails to comply with
subsection (2) he shall be guilty of an offence and shall be liable
on conviction to a fine not exceeding $1,000 and also to
a default penalty.
15/84.
Aust.s.167a.
Interpretation.
209A.
In
this Part, unless
the contrary intention appears—"current liability"
, in relation to accounts or consolidated
accounts, means a liability that would in the ordinary course of
events be payable within 12 months after the end of the financial
year to which the accounts or consolidated accounts relate;
"consolidated accounts"
, in relation to a holding company,
means —
(a)
a set of consolidated accounts for
the group of companies of that holding company; or
(b)
the
accounts or consolidated accounts prepared in compliance with the Accounting
Standards;
22/93.
"group of companies"
, in relation to a holding company,
means the holding company and the corporations that are subsidiaries
of the holding company;
"holding company"
means a corporation that is the holding
company of another corporation;
"non-current liability"
means a liability that is not a current
liability;
"profit or loss"
means —
(a)
in relation to a corporation that is
not a holding company — the profit or loss resulting from
operations of that corporation;
(b)
in relation to a corporation that is
a holding company of a group of companies for which consolidated
accounts are required — the profit or loss resulting from
operations of that corporation;
(c)
in relation to a corporation referred
to in paragraph (b) and its subsidiaries — the
profit or loss resulting from operations of the group of companies
of which the corporation is the holding company; and
(d)
in relation to a corporation that is
a holding company of a group of companies for which consolidated
accounts are not required — the profit or loss resulting
from operations of that corporation.
13/87.
209B.
Deleted by Act 5/2004, wef 01/04/2004.